SiNtx Technologies Inc (SINT)

[CL101]

Hello BULLs! My DDs, opinions & thoughts again...

My last post:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136819054

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Commonsensically:

As they already signed the LOI back in 2015 = FRIENDLY deal = Mutually & Happily work together to ensure the M&A deal goes through smoothly w/o hiccups and to prevent issues (like regulatory investigations from SEC, DOJ, FTC, etc...) arise after the completion of the acquisition (this is a BIG NO NO for any acquirer!)

& first, let see the steps in any M&A process in a big picture:

http://www.dummies.com/business/corporate-finance/mergers-and-acquisitions/steps-of-the-ma-process/

AMDA current M&A story...

"#8. Ask for or submit a letter of intent (LOI)." (signed back in 2015)

"#9.Conduct due diligence.

In the due diligence phase, Buyer examines Seller’s books and records to confirm everything Seller has claimed."

*** The books must be accurate & clean ***

The error/errors that Zimmer audit teams found was quite important & it has a huge differentiation on the EPS in compare to the EPS booked on the Original 10-K (the restatement 8-K shows 40% plus in improvement).

You bet BIG Zimmer obviously has its resourceful tax teams, legal teams, etc... to consult & to provide feedback as well as solutions to little AMDA (a nano-cap company with limited resource) on any error/errors they happen to find during the M&A due diligence process & make sure to have these found error/errors fixed prior to announcing the deal.

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The 8-K restatement they filed (item 4.02):

https://www.sec.gov/Archives/edgar/data/1269026/000149315217014469/form8-k.htm

was actually step 1 of 2 from the countermeasure tactic to stay off "the SEC investigation target list!":

Stealth Restatements = BIG RED FLAG FOR SEC TO INVESTIGATE!

The impact of stealth restatements should not be underestimated. If a company chooses to pursue a stealth restatement strategy, the financial restatement may be accomplished without filing an amended
quarterly or annual report for the affected quarter or year, or without first announcing the restatement on Form 8-K under Item 4.02. In conducting M&A diligence, an acquiror must be aware of this type of restatement strategy and should actively search for occurrences of “stealth restatements” by the target.

For example, a target may have:

• Restated its financial statements in a regularly scheduled 10-K or 10-Q without amending the affected 10-K or 10-Q;

• Restated its financial statements in a regularly scheduled 10-K or 10-Q without otherwise disclosing the restatement in a Form 8-K, Item 4.02 filing; or

• Filed a regularly scheduled 10-K or 10-Q late without citing the restatement as a reason for the delay and then restating its financial statements in a later 10-K or 10-Q filing.

https://www.foley.com/files/Publication/f63d5f33-d37f-48e9-b86d-d9ba83994df0/Presentation/PublicationAttachment/beaef1b6-2c36-465f-a74c-da2799730947/deal%20lawyers11-10.pdf

"stealth statement" = chance of investigations from SEC = A BIG NO NO to any acquirer!

So they fix the "stealth statement" issue by filed the 10-K/A the next day (step 2 of 2):

"This Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing including our Current Report on Form 8-K filed with the SEC on December 11, 2017, wherein we disclosed under Item 4.02 that the Company will restate the audited consolidated financial statements contained in its annual report on Form 10-K for the year ended December 31, 2016, as well as the unaudited condensed consolidated financial statements contained in its Quarterly Reports on Form 10-Q for the quarters ended September 30, 2016, March 31, 2017, June 30, 2017, and September 30, 2017, and that the consolidated financial statements contained in these reports should no longer be relied upon. Except as reflected herein, the Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events, including the pending restatement described above, which occurred at a date subsequent to the filing of the Original Filing."

https://www.sec.gov/Archives/edgar/data/1269026/000149315217014478/form10-ka.htm

No "stealth statement" = being transparent & truthful = passes the SEC investigation "sniff" tests:

"However, in the recent years after Sarbanes-Oxley, that trend has reversed and companies that are transparent with their disclosure not only face a reduced likelihood of government enforcement, but also smaller penalties when they are sanctioned. This is likely a result of the SEC’s desire to discourage stealth restatements, while
also encouraging companies to be candid and thorough when deciding a restatement strategy."

https://www.foley.com/files/Publication/f63d5f33-d37f-48e9-b86d-d9ba83994df0/Presentation/PublicationAttachment/beaef1b6-2c36-465f-a74c-da2799730947/deal%20lawyers11-10.pdf (same link)

Someone knew it was a "smoking gun" when they saw the combinations of the 8-K (Item 4.02) & the 10-K/A filings (backed by mountain of evidences of "M&A in the making" DDs ... yet pending announcement). Ever wonder why there was a price movement 2 days ago (on the day the 10-K/A filed)? Could be the BEARS bought shares (sneakily cover short positions & of course they will hide their actions = keep bashing & manipulate share price to cover more! Dress the chart = POS again) or could be some smart BULLs that knew the importance of these 2 filings = M&A about to be announced very soon:

"This study investigates the role of financial reporting quality in merger and acquisition (M&A) deals that are ultimately terminated, (i.e., go bust). If a target is a U.S. publicly-traded company, an acquirer’s initial assessment of the potential benefits associated with the acquisition of the company is based on publicly available information. Generally, the acquirer obtains limited private information from the target prior to announcing the deal, but engages in transactional due diligence after signing the acquisition agreement to affirm that the financial reporting warranties made by the target are accurate. We construct a low quality financial reporting score based on measures prior research identifies as being associated with less-reliable, less-relevant, and less precise financial reporting. We find that acquirers offer higher premiums for targets with low quality financial reporting. However, we also find that low quality financial reporting increases the likelihood of deal renegotiation, and contributes to the probability of deals going bust. We document that failed targets are more likely to restate their financial statements after the announcement of the deal, supporting our conjecture that low quality financial reporting contributes to deals being terminated. Our research provides new insights into the capital market consequences of financial reporting quality and identifies a new determinant of financial statement restatements."

https://www.researchgate.net/publication/228283210_Target_Financial_Reporting_Quality_and_MA_Deals_that_Go_Bust

* Failed target = Financial Report Restatement AFTER = risk of SEC investigations!

* No-hiccup deal = Financial Report Restatement 8-K (item 4.02) + Amendments (10-K/A, 10-Q/A) = accurate, transparent & truthful! = off the radar of investigations from SEC = smooth deal = acquirer loves it!

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EXAMPLE:

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001029506&type=&dateb=&owner=exclude&start=40&count=40

Ticker = RAH

Background of the Merger (Page 23 to page 29):

https://www.sec.gov/Archives/edgar/data/1029506/000119312512518230/d449072ddefm14a.htm#toc449072_33

*** Starts talking from February 23, 2011 to deal announced on November 26, 2012 = $5 billions annual revenue = multi-billion market cap company = complicated books = tons of audits / reviews / restatements in compare to AMDA's tiny book! ***

Fiscal Year Start Month = October

NT 10-K = 2011-11-30

10-K = 2011-12-14

10-Q = 2012-02-09 (1st Quarter)

8-K (Item 4.02) = 2012-05-07

https://www.sec.gov/Archives/edgar/data/1029506/000119312512214825/d348435d8k.htm

NT 10-Q = 2012-05-07 (2nd Quarter)

8-K (Item 4.02) = 2012-06-13

https://www.sec.gov/Archives/edgar/data/1029506/000102950612000018/form8-k.htm

NT 10-Q = 2012-08-10 (3rd Quarter)

10-K/A = 2012-09-12

10-Q/A = 2012-09-12 (1st Quarter)

10-Q = 2012-09-12 (2nd Quarter)

10-Q = 2012-09-12 (3rd Quarter)

10-Q/A = 2012-09-14 (2nd Quarter)

10-Q/A = 2012-09-14 (3rd Quarter)

8-K = M&A announcement = 2012-11-29

From the above example, you can see the M&A news announced sometimes after all the 10-Q/A (for Q1, Q2, Q3) released. This is what the BIG BEARs are betting on! They think "we still have plenty of time to manipulate share price & steal shares from the retail investors".

BEARs, don't be happy too soon yet... Sonny might announce the M&A news earlier than you BEARs thought:

1. AMDA's book is very simple, thin & straight forward = the 10-Q/As can be out anytime, then follow the 8-K M&A news.

2. I have read through many M&A deals. There were cases of M&A 8-Ks announcement on the same day the Financial Statements (10-K, 10-Q) and/or Amendments (10-K/A, 10-Q/A) is/are released. See below example:

https://www.sec.gov/Archives/edgar/data/1270400/000110465913008345/0001104659-13-008345-index.htm (Upper Left Corner = Filing Date = 2013-02-07 = 8-K M&A news)

https://www.sec.gov/Archives/edgar/data/1270400/000127040013000015/0001270400-13-000015-index.htm (Filing Date = 2013-02-07 = 10-K)

https://www.sec.gov/Archives/edgar/data/1270400/000127040013000021/0001270400-13-000021-index.htm (Filing Date = 2013-02-07 = 10-K/A)

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2nd Example:

Ticker = WGBS

10-Q = Filed on 2016-05-12 16:04:57 (After Hours)

https://www.sec.gov/Archives/edgar/data/1368993/000136899316000104/0001368993-16-000104-index.htm (UNAUDITED 10-Q)

*** the Qs don't have to be fully audited in order to announce the M&A 8-K news ***

8-K = M&A news = Filed on 2016-05-13 06:00:20 (Pre-market Next Day)

https://www.sec.gov/Archives/edgar/data/1368993/000136899316000106/0001368993-16-000106-index.htm

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3rd Example:

Ticker: VWR

10-Q = Filed on 2017-05-05

https://www.sec.gov/Archives/edgar/data/1412232/000141223217000056/0001412232-17-000056-index.htm (UNAUDITED 10-Q)

8-K = M&A news = Filed on 2017-05-05

https://www.sec.gov/Archives/edgar/data/1412232/000119312517160891/0001193125-17-160891-index.htm

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Boston, this part is to answer your questions:

1. They disclosed the Executive Compensations as I expected (10-K/A or DEF 14A)

*** TERP ticker w/ M&A event disclosed their Executive Compensations on Dec 5th, 2016 on their 10-K) ... my previous posts showed the details ***

a. Proves that Sonny doesn't have STEEL balls = not dare to go over 365 calendar days = SEC, Delaware Laws, Securities Laws, etc violations.

b. The 10-K/A filed = 1 stone kills 2 birds (Exe. Compensations Disclosure & FIXED "stealth statements" SEC violations = will not trigger investigations = will not complicate the M&A deals up)

2. We already missed the last day (Dec 8th) to file DEF 14A to host annual meeting for this year. Also, I highly doubt they will file DEF 14A to have the annual meeting anyway...I am expecting to see DEFM14A (to vote on M&A after news announce) anyway. Even though, if they do file the DEF 14A is normal too...I have seen tons of weird filings events from my big set of examples of 1600 tickers (1100 non-M&A tickers & 500 M&A tickers.)

3. On the recent 10-K/A:

"The Class III directors are B. Sonny Bal, M.D. and Jeffrey S. White, and their terms will expire at the annual meeting of stockholders to be held in 2017."

At this moment, technically their terms are already expired...since it's too late to have an annual meeting this year. You won't be surprised at all after you see the example below:

Ticker = AIQ

Every year, they had annual meeting:

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000817135&type=DEf+14a&dateb=&owner=exclude&count=40

but not this year due to M&A event, so they only had DEFM14A this year

10-K = 2017-03-10

8-K = M&A news = 2017-04-11

10-K/A = 2017-05-01 (Executive Compensations Disclosure) &

"Incumbent Class I Directors serving for a term expiring in 2017" = 3 of them (on Page 5) = closing shop, why bother to vote on next term.

https://www.sec.gov/Archives/edgar/data/817135/000119312517152005/d299037d10ka.htm

No Annual meeting this year & replaced with:

DEFM14A = special meeting to vote on M&A = Filed on 2017-07-14

I have quite a few more examples too...but to cut my post shorter...1 example is enough.

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Now let's talk about "dilution" ... F.U.D. by BEARs:

Wink @ BLUE POPEYES:

Warum versteckst du dich wie eine Ratte?

am meisten zwielichtiger Charakter!

Static type Forum (i.e. IHUB) = Spreading FAKE BK article using stealth aliases

Streaming type Forum = INDIRECTLY spreading F.U.D. like "dilution coming" by posting info. of AMDA's previous & current MMs = Doesn't have the "pairs" to directly say it = NDA signed? Scare that SEC is watching? SMH!

1. S-3 = ineligible due to NT 10-K Filed

2. S-1 = takes 40+ days = by the time CASH in the coffer = almost end of FEB 2018! ... but Hercules last payment due by Jan 1st, 2018! Aren't you BEARs have been waiting for the S-1 from Sonny since the late Qs filed? LMAO!

3. Ah...maybe Sonny will put some shares in a basket & put up a tent at a flea market & sell these shares to people at the flea market for quick cash? SMH!

4. What about M&A announcement = $15 mils in the coffer instantly from warrants exercise. Enough $$$ to wrap things up & close the books after M&A completion. Pack up & go to Zimmer's new Spine HQ in Colorado. You can find all these details DDs from Boston (another die hard long RETAIL investor like myself):

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136777723

Does SEC prevents retail investors from working together, sharing their DDs to defend their investments (hard earned $$$)? Last I checked...Totally legal! That is why my posts ALWAYS have tons of links for readers to verify information I posted. I don't throw BS!

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My observations on share price:

First, paint the chart to make it looks like a POS ticker (deter 90% of buyers/flippers/traders) ... the PROFESSIONAL BEARS (ones w/ access to more info. than the retail investors) manipulate share price while they spin all sorts of BS (even paid someone to create fake BK article...I hope the SEC look into this) on public message forums to attack the emotions of the retail investors in the hope that the retail investors will give up their shares to them. No matter what they do, they can't change the FACT that Zimmer is about to acquire Si3N4 tech. Also, they can't change the SIZE of the bucket that holding the total amount of shares ... which is about 4.5 millions fully diluted shares (which is directly connected to the payout per share in the event of M&A). All they can do is looting the shares from the weak hands like Jack, Joe, Jones, John, Jill, Jane, etc...& tuck these stolen shares into their accounts (to fix naked positions, short positions & extra shares to cash out on M&A event).

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Strategically for both Zimmer & AMDA:

M&A deals can be announced this month & will be closed next month (majority deals take minimum 30+ days to close). Japan clearance could be here by the time the deal closes or even during the deal is being closed. I doubt Zimmer can weather thru. 1 or 2 more crappy quarters w/o growth = Billions Dollars Market Cap will be decimated = Piss their institutions investor off. Hurry up & pull the trigger Zimmer!

* Retail investors only care about when the deals announcement to cash out *

I am banking big on my ATM machine = Zimmer ... that they need the super biomaterial Si3N4 tech badly!

It's a win-win-win-win situation for Zimmer, AMDA, AMDA retail investors & unfortunate patients out there:

It's all about SYNERGY! 1. One has the tech, 2. one has vast resources to unlock the potential of the tech to its fullest = $$$! 3. Happy retail investors to cash out on big capital gain later! 4. The unfortunate patients out there that being harmed by other inferior biomaterial types out there!

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My risk & reward mentality:

In the event of M&A (99% chance...we need the last 1% which is the announcement to confirm the M&A), the BEARs will be game over! In the event of BK (Hercules is about to get paid off in 16 more calendar days...so 0%, ZERO, NIL, NULL chance), the BULLs will be game over (0% chance). I just love the odd of risk & reward in this investment!

&

Strykers recently acquired this company with only one type of product:

https://www.businesswire.com/news/home/20171024006585/en/VEXIM-Acquired-Stryker-Corporation

https://us.vexim.com/investors/

BO price = 10 X their revenue = 183 mils EURO.

FDA clinical data & FDA submission = 2018 or 2019 (NOT YET APPROVE IN THE USA!!!)

&

AMDA has Spines, Knees, Hips, Dental, 3D Printing, Metal Brazing, Non-Medical Applications, Japan Clearance + Deals coming, Pending CFDA (a couple 100K units deal signed), plus 200mils + NOL (accumulated tax loss), etc...

BULLs, use your "greedy" imagination for the BO price!

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Long & Strong until M&A day

DON'T feed the BEARS

HOLD tight to your shares

STEAL the cheap shares that they use to paint the chart

BEARs play mind games on BULLs like Harry S. Truman's Quote:

"If you can't convince them, confuse them."

The BEARs can't scare the BULLs into panic to sell their shares & they can't convince the BULLs to leave; The BEARs play mind games to confuse the BULLs by throwing hard-to-verify info. & empty oratory! Remember, the crap talkers are the hidden buyers (to cover shorts positions or they want tons of shares to cash out on the M&A news).. Well, at least I disclose myself as a long, retail investor. Are the BEARs into some type of kind-hearted acts & are here to look out for investors & their $$$...cough cough cough. Shake my head! Come on...Who are the BEARs trying to fool? Fooling 3-year old kid? Also, REAL BULLs should beware of FAKE Bulls that play the role of "victim" of the the company! Toying the emotions & sentiments of the REAL BULLs!

This is the way I interpret all the BEARs BS spinning:

1. BEARs survey = No M&A...No goldmine here...= it means ... YES it's M&A coming & goldmine is here!!!

2. Potential suitor = Is Not Zimmer...= it means...Yes..It's Zimmer!!!